Dynatrace (NYSE: DT) CRO logs RSU vesting and tax-share dispositions

Rhea-AI Filing Summary

Dynatrace, Inc. executive Dan Zugelder reported multiple equity award transactions in the company’s stock. On March 5, 2026, he acquired shares through the vesting and conversion of performance-based and time-based restricted stock units into common stock at a stated price of $0.00 per share.

Footnotes explain that each restricted stock unit represents a right to receive one share of common stock and either vests or is cancelled. Some common shares, totaling several thousand, were disposed of at $39.21 per share to cover tax withholding obligations upon vesting, rather than through open-market selling.

The footnotes also describe prior grant dates in July 2023 and June 2024 and outline scheduled vesting through June 5, 2026 and June 5, 2027, all subject to Mr. Zugelder’s continued employment on the applicable vesting dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zugelder Dan

(Last) (First) (Middle)

C/O DYNATRACE, INC.

280 CONGRESS STREET, 11TH FLOOR

(Street)

BOSTON MA 02210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dynatrace, Inc. [ DT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		M(1)		13,918	A	(1)	22,843	D
Common Stock	03/05/2026		F(2)		4,423	D	$39.21	18,420	D
Common Stock	03/05/2026		M(1)		6,388	A	(1)	24,808	D
Common Stock	03/05/2026		F(2)		1,969	D	$39.21	22,839	D
Common Stock	03/05/2026		M(1)		3,221	A	(1)	26,060	D
Common Stock	03/05/2026		F(2)		993	D	$39.21	25,067	D
Common Stock	03/05/2026		M(1)		4,130	A	(1)	29,197	D
Common Stock	03/05/2026		F(2)		1,597	D	$39.21	27,600	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			13,918	(3)	(1)	Common Stock	13,918	$0	13,918	D
Restricted Stock Units	(1)	03/05/2026		M			6,388	(4)	(1)	Common Stock	6,388	$0	31,937	D
Performance Restricted Stock Units (Financial)	(1)	03/05/2026		M			3,221	(5)	(1)	Common Stock	3,221	$0	16,104	D
Restricted Stock Units	(1)	03/05/2026		M			4,130	(6)	(1)	Common Stock	4,130	$0	20,650	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock. The restricted stock units do not expire. They either vest or are cancelled prior to the vesting date.

2. Shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations upon the vesting of restricted stock units.

3. Represents the vesting of restricted stock units based on financial performance ("Financial PSUs") granted on July 15, 2023. 33% of the Financial PSUs granted vested on June 5, 2024 and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2026, subject to the Reporting Person's continued employment on the applicable vesting dates.

4. Represents the vesting of time-based restricted stock units ("RSUs") granted on July 15, 2023. 12.5% of the RSUs granted vested on December 5, 2023 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.

5. Represents the vesting of Financial PSUs granted on June 5, 2024. 33% of the Financial PSUs granted vested on June 5, 2025 and the balance of the Financial PSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.

6. Represents the vesting of RSUs granted on June 5, 2024. 33% of the RSUs granted vested on June 5, 2025 and the balance of the RSUs vest in equal quarterly installments thereafter until fully vested on June 5, 2027, subject to the Reporting Person's continued employment on the applicable vesting dates.

Remarks:

	/s/ Marc Gold, by power of attorney	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Dynatrace (DT) executive Dan Zugelder report on this Form 4?

Dan Zugelder reported equity award activity involving Dynatrace stock. He acquired common shares through the vesting and conversion of performance-based and time-based restricted stock units, and some shares were withheld and disposed of to satisfy related tax withholding obligations.

How many Dynatrace restricted stock units vested for Dan Zugelder?

The filing shows vesting of several groups of units, including 13,918 and 3,221 performance restricted stock units and 6,388 and 4,130 restricted stock units. Each unit represents a contingent right to receive one share of Dynatrace common stock upon meeting vesting conditions described in the footnotes.

Were any of Dan Zugelder’s Dynatrace shares sold on the open market?

The Form 4 characterizes disposals using code “F” at $39.21 per share. Footnotes state these shares were withheld by Dynatrace to cover Zugelder’s tax withholding obligations upon vesting, indicating tax-related dispositions rather than discretionary open-market sales by the executive.

What are the vesting schedules for Dan Zugelder’s Dynatrace performance stock units?

Footnotes describe performance-based units granted July 15, 2023 and June 5, 2024. Portions vested on June 5, 2024 and June 5, 2025, with remaining units vesting in equal quarterly installments until fully vested on June 5, 2026 and June 5, 2027, subject to continued employment.

How do Dan Zugelder’s time-based Dynatrace RSUs vest over time?

Time-based RSUs granted July 15, 2023 vest 12.5% on December 5, 2023, with the balance vesting quarterly until June 5, 2027. Additional RSUs granted June 5, 2024 vest 33% on June 5, 2025, with the remainder vesting in equal quarterly installments through June 5, 2027.

What price is associated with the Dynatrace tax-withholding share dispositions?

The Form 4 records several tax-withholding dispositions of Dynatrace common stock at a transaction price of $39.21 per share. These transactions are coded “F,” indicating payment of tax liability by delivering shares, as described in the accompanying explanatory footnote language.